The Last Lady of Time
by Mlle. Phoenix Fox
Summary: What if Melody Pond never became River Song? In an parallel universe, the Doctor discovers that he is not as alone as he thinks he is.
1. The Golden City Part 1

**_A/N: Okay I'm still crazy. Starting another new story. But this plot bunny wouldn't let me be. At least now I know I can finish a story if I just work on one story at a time. Granted this is an ongoing series so it's not done, but the point is, no cliffhangers to keep you waiting. I just wanted to try my hand at a 'long lost Time Lady' story. So, I don't own anything besides my oc. So enjoy. _**

**_Flames and kisses,_**

**_Mlle. P. Fox_**

The Last Lady of Time

AU of Series Five and Beyond

In a parallel universe, Melody Pond never became River Song. But her parents Amy and Rory still traveled alongside the Eleventh Doctor, bow ties and all. But when the TARDIS lands on a planet that worships a living goddess known as the Phoenix, the Doctor is shocked to discover that their goddess is a Time Lady! And she's being worshipped against her will. For hundreds of years she's tried to escape the planet, but she's never succeeded. So it's up to the Doctor to save the day and take her away in the TARDIS. Now if he can just stop a matchmaking Amy from suggesting such impossible things. Like restarting the Time Lords with a pretty Time Lady for instance.

* * *

"Doctor?" A little voice asked, startling him. He banged his head on the underside of the console and cursed under his breath in a language many thought long since dead. The tall, thin alien rolled out to regard the little human girl staring at him expectantly, standing in her nightie and bunny slippers, her mop of blond curls all over the place.

"Melody Pond! What are you doing up?" The Doctor asked.

"I had the dream again." She mumbled, clutching her stuffed dinosaur to her chest tightly.

"The...funny one where a giant monkey eats a Cyberman like a banana?" He asked hopefully.

"No. The other one." Melody said.

"Oh. That one." The Doctor muttered, scratching his head.

"The one where the mean lady with the eye patch steals me away as a baby, and the Silence raise me to kill you. But I grow up and fall in love with you and marry you instead." Melody said.

"Yup. That's the one. So what happened this week?" The Doctor asked getting to his feet. Melody followed him around the console as he made course corrections.

"Because of my exposure to the Time Vortex, I regenerated into a black girl, but I was still named Melody. But Mummy and Daddy called me Mels." Melody told him, matter of factly.

"Uh huh." The Doctor hummed.

"I grew up with them you see. Then I regenerated again into River Song. I used up the last of my regeneration energy to save your life." Melody said.

"Oh that was thoughtful of you." He said.

"But...none of those things really happened, did they Doctor? I mean, no mean lady ever stole me. The Silence are your allies, and I'm still a little girl." She asked.

"Yes that's all true. But I think the limited exposure you had to the Time Vortex while you were in your Mummy's tummy made you susceptible to psychic interference." The Doctor said sitting her down on the steps leading up from the front door of the TARDIS to the center console.

"Psychic interference Doctor?" Melody asked.

"Un huh. You know how I told you about the Void and parallel universes right?" He asked as she nodded. He went on, "And you know that feeling you get when you swear you've done something, or experienced something before? Humans call it de-ja-vuex. But it's really psychic interference. Where we remember something from a parallel universe. Something from a life we never had. It's all very...wibbily wobbily timey wimey."

"So, in a parallel universe, those awful and wonderful things really happened to me? Even the Library?" Melody asked.

"I'm afraid so." He sighed.

"I'm glad I'm in this universe then. With Mummy and Daddy. Even if I don't get to marry you." Melody concluded. The Doctor chuckled and hugged her close.

"Like mother like daughter." He said fondly, kissing her forehead.

"Oh...but what about Aunt Fee? I've never seen her in my dreams." Melody Pond asked. The Doctor swallowed a lump in his throat.

"Then that probably means...she didn't escape the Time War in that universe. And I'm probably still the last of my kind." He croaked out.

"Then I'm very very glad I'm in this universe." Melody nodded snuggling into his side.

"Me too." The Doctor sighed kissing her forehead again.

"Doctor? Tell me the story of how you and Aunt Fee met?" Melody asked.

"Now Melody. Your Mum and Dad told me explicitly to get you in bed at a reasonable hour. Think of the slap I'll get if your Mum walks in from their night out and she sees you're still up and about." He said sternly. Even going so far as to give her a cousin of his Oncoming Storm look. But the Oncoming Storm was no match for puppy dog eyes and the Infamous Pond Pout.

"Please Doctor?"

"Fine! But I warned you. Now let's see. Where to start?" He said, searching the ceiling of the TARDIS in thought.

"Doctor, you're suppose to start a story with 'once upon a time'!" Melody giggled.  
"Oh right! 'Once Upon a Time. Which is a fitting start to this story because it is about time. And two people who were born to travel through time. They grew up on the same planet in the same galaxy. But she was born a few hundred years later than him. But when one can regenerate twelve times, well age is just a number then. The point is, that while they came from the same place, they never crossed paths. Not even during the most horrid of all wars, the Time War. It wasn't until many many years later, when their home was gone, and the man, (who called himself the Doctor) thought he was the last of his kind that he finally met this young lady. An impossible but wonderful girl. His miracle and salvation. The last lady of time." The Doctor began his tale.


	2. The Golden City Part 2

The hooded woman huffed out of breath as she raced down the marble hallway. The moonlight of two moons offered the only light in the vast palace. She darted around a corner only to run face first into an invisible force field. She fell on her bottom, shaking herself. The next thing she knew she was surrounded by a few dozen burly guards who pointed their glowing, blue spears at her. The guards parted for a bearded individual. She glared at the man with long black hair and long black robes.

"Going somewhere my lady?" The man asked with a gloat.

* * *

"Hawaii! Beautiful sunny beaches! Perfect weather! A fondness for Spam! Surfing!" The Doctor exclaimed as he took the TARDIS into the Time Vortex.

"I like Spam." Rory Williams nodded.

"No you don't." His red headed Scottish wife told him.

"No...I...don't." Rory coughed.

"And the best time to visit Hawaii is in the 1950s. Right after it became a state and after Elvis Presley made his first beach movie." The Doctor said.

"Sounds good to me!" Amy said. The TARDIS shook as she came in for a landing.

"Brilliant! So just step out those doors and step out onto Wakiki Beach, Pond!" The Doctor said pointing towards the door. Amy jogged up to the doors, but paused upon opening them.

"Uh...Doctor? Not exactly Wakiki."

"Honolulu?" The Doctor asked.

"You tell me." Amy said stepping aside and extending an arm out towards the view. The Doctor and Rory exchanged a look and then stepped towards the doors. They saw a busy, crowded marketplace with humanoid aliens with golden tinted skin and elegant silk saris and robes of reds, purples, pinks and oranges.

"Oh. Not Hawaii then. Okay! No problem." The Doctor said.

"No problem? Doctor every time we end up somewhere we didn't want to go, that means the TARDIS brought us here to save the day from some horrible people wanting to kill us." Rory pointed out.

"And?" The Doctor asked.

Rory sighed,

"Just thought it should be mentioned before we throw ourselves in mortal danger, that's all."

Amy kissed him on the cheek,

"That's why we love you. Now let's go find the monster and poke it with a stick!"

"Right! Come along Ponds." The Doctor said grabbing Amy's hand as she grabbed Rory's. Rory rolled his eyes. Rich and decadent spices wafted through the air as vendors called out their wares.

"Fresh fish! I've got mustacka! I've got crawler! I've got goosh!"

"Beautiful silk! Finest silk made from rare Carnara silkworms!"

"Buy a pretty necklace for the pretty lady?" One old woman asked Rory who shook his head politely.

"Wow. This place is so exotic. Wonder where we are?" Amy asked.

"Let's find out." The Doctor said approaching a vendor selling fruit.

"Welcome friends! May the Goddess of Phara bless you with long lives." The vendor bowed.

The Doctor bowed in return,

"Too late. So we're on Phara ey?"

"Of course my friend." The man chuckled.

"Never been to Phara before. And while it looks like we stepped into 1001 Arabian Nights, the Pharans are actually quite technologically advanced. Or so I've heard. I know I've never heard of this goddess though. No offense." The Doctor rambled as the Ponds listened.

"Oh then weary travelers! You will be blessed for the first time by the Phoenix today! A true honor. She is to be presented to her people this afternoon." The vendor said.

"The Phoenix?" Amy asked.

"Yes. Nearly two hundred years ago, my people were in a terrible civil war. Our enemies had nearly beat us with their devil magic when the goddess came. The Phoenix fell from the sky and died. But when our enemies pulled her body from the wreckage, she exploded in a burst of golden light that killed everyone that dared touch her. Our enemies were destroyed and the Phoenix rose again! My ancestors took her to the palace and made her our ruler. Where she has ruled ever since." The vendor said, finishing his tale.

"Huh. This...devil magic? Did it involve traveling the stars?" The Doctor asked suspiciously.

"A great sin my friend! Such a thing defies the gods themselves. That's why the Phoenix came to us. To destroy the infidels." The vendor replied.

"Thank you very much. Have a nice day!" The Doctor said suddenly grabbing Amy and Rory and walking off. Much to the confusion of the vendor.

"Doctor? What is it?" Rory asked.

"Well firstly, no one mention the fact to the locals that we have a blue box that travels about time and space." The Doctor said walking ahead.

"What? Why?" Amy asked following.

"Didn't you hear? They consider space travel a sin. Two hundred years ago a race of highly advanced people were driven back to the Dark Ages of myth, fear of the unknown and superstition by someone pretending to be a god. And that simply won't due." The Doctor said.

"So what do we do Doctor?" Rory asked. The Doctor turned to them and grinned.

"We go poke it with a stick!" He said.

"Whoo hoo!" Amy cried.

"Here we go again..." Rory moaned as he followed them.

* * *

She was sat down in an ornate throne, a sheer curtain separating it from an open balcony. The man in black hissed in her ear,

"Cheer up my lady. Your people are waiting for you."

She didn't say anything, but then she furrowed her brow and shook her head.

* * *

They asked for directions to the palace, being led to a large golden structure of arches and spires and towers. Where the crowds soon began to gathering the square below. The Doctor climbed up on a small wall, hanging onto a lamppost. He craned his neck seeing an ornate golden box in the center of the square. Then the crowd cheered seeing a bearded man in black robes step out onto the balcony from behind a sheer curtain.

"Well he looks important." Amy said.

"Doesn't he though?" The Doctor replied. Then he furrowed his brow shaking his head.

The man smiled and calmed the crowd down.

"My friends! May the Living Goddess bless you! Ever since I was chosen as the High Priest forty years ago, it has been my duty to speak for the Phoenix. In two days time, the Phoenix will sacrifice herself to ensure our everlasting peace. Then she shall be reborn!" The High Priest declared, letting the crowd roar happily.

Meanwhile the woman behind the curtain looked up as if in a trance. She felt something. Like a warm tickle in the back of her head. She stood to her feet and moved towards the curtains.

The Doctor felt something. Like a warm tickle in the back of his head. It was a feeling he hadn't felt in ages. Amy noticed his peculiar behavior (well, peculiar for him) and asked him in concern,

"Doctor? Are you alright?"

"Oh I'm fine! Just...feeling something. Something I haven't felt since I lost the Master." He said.

"Who?" Rory asked.

"If I didn't know better, I'd say I felt the presence of a Time Lord. But that's..."

The Doctor trailed off as the crowd went silent. Amy and Rory looked back up at the balcony where they saw a young woman step out in a daze. She was dressed in an embroidered crop top and harem pants of pink and orange silk, her neck and wrists draped with gold and jewels. Her curly brown hair was halfway up in an elaborate hairdo with a gold headpiece. Her blue eyes searched the crowd until she locked her gaze with the Doctor's.

"Impossible..." The Doctor whispered, feeling her mind reaching out to his. He could hear his hearts beating. Which is when he realized he could hear another pair of hearts beating. And something told him it was her hearts.

"It's the Phoenix!" Someone in the crowd yelled.

"She's beautiful!" A woman cried.

"What are you doing?! Get back inside!" The High Priest hissed to the Phoenix. A guard stepped forward to pull her back behind the curtain, but she dug her heels in and said quietly to the High Priest,

"You would deny the people their 'goddess'?"

The High Priest fumed but nodded at the guard to let her go. The Phoenix went back to looking at the Doctor. She felt that he was like her. But she also noticed he was oddly handsome. With coiffed brown hair that flopped into his sparkling green eyes. He was tall with a large square jaw, thin with odd clothes.

The High Priest followed her gaze then called out to the crowd,

"The Living Goddess has blessed you all by showing her face. A face that will change with the rise of the red moon. And if your offerings are generous, she may show her face again at the feast tomorrow night!"

The crowd cheered again as the High Priest pulled the Phoenix back inside.

"Who is that man?" The High Priest snapped at her.

"What man?" She asked. He gripped her arm tighter.

"Don't lie to me! The man you were staring at." He snapped.

"I don't know. I never saw him before." She admitted.

"Then why were you staring at him?" He asked curiously.

She shrugged, and replied in a quiet voice,

"He felt like home."

"Take the Goddess to her chambers. Watch her." The High Priest ordered the guard. They led her away, the Phoenix trying to keep their meaty hands off her. The High Priest snapped his fingers and a servant stepped forward and bowed.

"Find that man she was staring at. Follow him. See who he is." The High Priest commanded.

"Yes Milord."


	3. The Golden City Part 3

As the crowds dispersed, talking animatedly about the unexpected appearance of their goddess, the Doctor had kept staring at the balcony as if expecting the Phoenix to reappear. He even kept staring as he finally stepped down and crossed the square. Amy and Rory exchanged a tentative look as they followed.

But when the Doctor began to climb up the palace column under the balcony, Amy pulled him back to the ground, yelling,

"What are you doing!?"

"It's not possible. It's just not possible!" The Doctor shook his head, staring at the balcony still.

"What's not possible? Doctor?" Amy asked. He finally looked at her.

"A Time Lord. Time Lords can sense each other. That...Phoenix person...has the presence of a Time Lord." He said beginning to pace.

"A Time Lord?" Rory asked.

"Or...Time Lady I suppose. But it's not possible! They're all dead! All but me..." He insisted wringing his hands.

"Doctor, isn't it possible that another Time Lord..." Amy began.

"Time Lady." Rory corrected.

"...that a Time Lady escaped the war? You said it happened before yeah?" Amy finished.

"It did. But it didn't end well. And we don't exactly have proof she is a Time Lady." The Doctor shook his head.

"Well from what we know so far, she's two hundred years old." Rory said.

"They could just be using a new girl every few years! One great big scam." The Doctor replied.

"But there is that story about those people dying from a burst of golden light." Amy pointed out.

"After she came back to life." Rory added.

"Which sounds an awful lot like regeneration energy." Amy said.

"Which you yourself have used in the past to destroy whole armies of Daleks." Rory said.

"Okay! Maybe it is possible. Why is she pretending to be a goddess then?" The Doctor said. When his companions failed to answer, he said,

"Okay. That's our next move. We find out what the Phoenix is up to." The Doctor said. He led that way down the street, not seeing the palace servant following them closely.

* * *

Two men met in a dark alley, talking in whispers and hushed tones.

"Are you sure this is the only way?" One asked the other.

"We have no choice. If we want to bring Phara out of darkness, we must kill that Imposter in the palace once and for all. And all who stand in our way." The other said.

* * *

Amy was starting to worry about the Doctor. Here he was having possibly found another of his kind, someone to prove that he wasn't alone, yet he was acting all Oncoming Storm on them. As if he didn't want to give his hopes up.

Seeing him make a beeline for a vendor selling souvenirs, Amy and Rory followed the Doctor as the proprietor bowed and greeted them,

"May the Living Goddess bless you..."

"Yeah, yeah, long life and all that jazz." The Doctor interrupted him.

"May I interest you and your friends with special anniversary items to commensurate the bicentennial of the Phoenix's arrival? I've got dolls, miniature shrines, a complete guide to all nine of the Goddess' faces. Delightful tales of the Phoenix's adventures in this graphic novel. Trading cards, games..." The Vendor said showing them his wares.

"Wow...Phara pop culture." Amy scoffed picking up a doll. The Doctor picked up the complete guide and began to thumb through it. He saw nine different women with nine different sets of eyes, but he got a hint of the same soul behind those eyes. He closed the book with a shuddering breath.

"How much?" The Doctor asked.

"For the book my friend?" The vendor asked.

"For the lot." The Doctor replied. Amy and Rory's eyes went wide.

"Do you have that much money?" Rory asked.

The Doctor winced.

"Ooh...money. Right...currency...um...how about a trade?" He asked digging his arm down deep in his pocket.

"What do you have to trade?" The vendor asked.

The Doctor pulled out a small velvet pouch and poured a handful of loose diamonds in the man's hands. They all stood shocked as he asked,

"How's that? Is that okay? Too much? Not enough?"

A few minutes later, the Doctor was reading the guidebook, leading the Ponds like ducklings as Amy held the dolls and Rory held, well, everything else.

"So you just randomly carry a bag of jewels in your pockets then?" Amy asked.

"Yup. Comes in handy." The Doctor said.

"Could have been helpful when I was trying to pick out an anniversary present for Amy last year." Rory said struggling to keep a hold of everything.

"Could have been." The Doctor said.

"So...why'd you buy everything with the Phoenix's faces on it?" Amy asked.

"We don't need anyone else buying into the delusion that she is a goddess. Literally." The Doctor said over his shoulder.

"Why aren't you jumping up and down at the thought that there could be another Time Lord?" Amy asked using her long legs to catch up to his stride.

"Because." The Doctor said.

"Because why?" Amy pressed.

"Because I've been down this road before. Twice." The Doctor sighed.

"Oh. Someone pretended to be a Time Lord before?" Amy asked.

"No. He was a Time Lord. My best friend from the Academy in fact." The Doctor said.

"What happened?" Rory asked.

"He became a power mad sociopath that stole the TARDIS to create a paradox machine." The Doctor said.

"And he did this to you twice you said?" Rory asked.

"Weelll the Master and I clashed a few times over the years. But there was also the Rani. A Time Lady mad scientist. Now she was a nightmare and a half." The Doctor explained with an eye roll.

"And that's what you're afraid of. That this Phoenix will be just another psycho like those others bent on destroying the universe." Amy said as they rounded a corner and found the TARDIS where they left her.

"Yup. Been burned before. Never again." The Doctor said digging out his key to his precious time machine upon reaching the doors. They stepped inside, not seeing the servant from the palace watch them disappear inside. After a few minutes, he began to ran back towards the palace.

He ran all the way until he found the High Priest, who was supervising the delivery of the offerings to the temple. He bowed and told his findings to the man in black.

"You're sure?" The High Priest asked.

"Yes Milord. This infidel who calls himself the Doctor. He does not believe in the Goddess. Do you think he's part of the secret resistance who wish to bring back the Dark Arts?" The Servant asked.

"The resistance is an urban myth." The High Priest said.

"He actually dares to claim she is one of his people." The servant reported. The High Priest stood from his chair to pour himself a drink.

"And who are his people?" He asked casually.

"Time Lords. Whoever they are." The servant replied. A glass broke. The servant looked up to see the High Priest shaking, broken glass at his feet.

"Milord?" The servant asked.

"Clean this mess up at once." The High Priest said leaving the room. He past a guard who watched him walk down the hall. Once he was gone, the guard pulled out a communication device from his coat and called someone.

"Yeah it's me. Someone's got the High Priest running scared. Someone called the Doctor. Have a search party look for a blue box." He said quietly before hanging up.


	4. The Golden City Part 4

"So let me get this straight. Your plan is to sneak into the palace, which is full of guards sworn to protect the Phoenix. You plan to do this, alone, at night?" Rory asked.

"Yes! Doesn't anyone listen to me?" The Doctor said poking Rory in the chest as he past him. He made adjustments on the console as Amy barked,

"It's a stupid plan! Rubbish! You need backup." Amy insisted.

"No I need you two safe in case something does go wrong. That way if it does, and I'm not back by sunrise, you can come rescue me." The Doctor said.

"Why do you have to go alone though?" Amy asked.

"Because I need to know first." The Doctor said.

"Know what?" Rory asked.

"If it's worth the risk. If she's a real Time Lady and there's a good reason she's doing this, we'll find out why. If not, we'll stop her. But I'm not going to take any unnecessary risks. Not without knowing what we're getting into. Not this time. Amy you have to trust me on this." The Doctor said, putting his hands on her shoulders.

She regarded her beloved Raggedy Man a moment before giving him a soft smile,

"Always."

"That's my girl." He said. The Doctor kissed her forehead. And ever the equal opportunist, he kissed Rory's. Who winced.

"Right! So you know the plan. Not back by sunrise come and find me." The Doctor said heading towards the doors.

"And how are we suppose to do that?" Rory asked.

"Well I can't think of everything now can I?" The Doctor said before closing the doors. Only to walk right into the middle of a group of hooded figures.

"Oh. Hullo." The Doctor said before getting knocked out with the butt of someone's sword.

* * *

The Phoenix sighed as she watched the moons rising over the city from her barred window. She tried to read the book in her lap, which was written in a language of circular script, but her mind was miles away.

"Daddy? Maybe I'm finally going crazy. I could have sworn that man in the square was one of us. But I was probably imagining things again. I doubt he could have helped me anyway. No one can." The Phoenix sighed out loud as she wiped away a tear.

* * *

The Doctor groaned as he started to come to. He rolled over on the small cot he was on, clutching his head.

"Blimey that hurts!" He hissed.

"Oh good. You're awake." A man's voice said. The Doctor sat up to see a palace guard regarding him, sitting on a barrel eating an apple like fruit.  
"Who are you?" The Doctor asked.

"My name is Stanva. I'm the leader of the Rebel Alliance." He replied tossing the fruit.

"Really? You're going to go with that name?" The Doctor said.

"Stanva is my name." He hissed.

"No no. The Rebel Alliance? Seriously? Do you know any blokes named Hans or Luke? Little green fellow maybe?" The Doctor teased standing up and pretending to wield a light saber.

"The Alliance is dedicated to the advancement of science and the restoration of technology to Phara." Stanva explained through gritted teeth.

"Ah! Brilliant. I knew this planet wasn't completely ignorant. Well then Stanva. I'm the Doctor. Hullo. So what happened? Why did this society regress?" The Doctor said.

"The Phoenix happened. Her ship crashed here two hundred years ago. Right in the middle of a civil war. A civil war between those who believed in science and seeking knowledge against the followers of the High Priests. Who were conning the people of Phara then as they do now. Using magic tricks and slight of hand to get the people to pay them tribute to false gods." Stanva explained.

"But the...Alliance...were winning?" The Doctor asked, hands behind his back, an amused smile dancing on his lips.

Stanva nodded,

"Until the Phoenix came. The followers of the Priests were too afraid, so the Alliance dug her out of the ship. That was their mistake. She burst with this golden energy and killed her saviors. The survivors saw her come back to life with a completely different face. They even got it recorded on the scanner."

"Scanner? Show me. Now!" The Doctor demanded.

"Now I'm the one in charge here." Stanva insisted.

"Yet you brought me here. Why? To answer your questions about the Phoenix. Two hundred years the High Priest and his cronies have convinced your people that the Phoenix is a goddess. While your precious Alliance has been forced into the shadows. You, the leader forced to hide in plain sight as a palace guard, gathering intel where you can. But then here comes this bloke that may have proof she's not a god. But I can't tell you anything if my suspicions aren't confirmed. Now show me!" The Doctor growled.

A little bit scared but mostly agitated, Stanva crossed over to a wall and slid aside a panel. Behind the panel was a sophisticated computer. Stanva typed on a holographic keyboard and brought the recording to the screen.

The Doctor watched the shaky footage of a ship crashing to the center of the town square in a fiery crash. He continued watching as soldiers rushed into the wreckage. One came out holding a limp body. They hovered over the body as the video photographer called out,

"_Are there survivors?"_

_"No...all dead!"_ One solider called back. Then all hell broke loose. A bright golden light engulfed the square like a supernova. The soldiers screamed in pain as they turned to ash. Then the audio cut out.

"That's the golden light." Stanva said.

"It's called regeneration energy." The Doctor said, sounding like the tired old man he was. He knew it was regeneration energy. But he needed to do one last thing before he could declare she was a Time Lady. He watched as the light died down and a female figure stood up.

Stanva turned off the scan. Then he said,

"Ever since then, the Priests have used her image to control Phara. Claiming that so long as she lives peace will be had."

"And everyone follows the status quo. Wanting peace." The Doctor said.

"But if we can prove to Phara that she's not a goddess, then they have to listen to us and progress can move forward as it was meant to." Stanva said.

"So what do you need with me?" The Doctor asked.

"I've heard you think she may be one of your people. So tell me. How do we kill her? For good?" Stanva asked.

"What?! That's what you brought me here for? No! I'm not going to let you kill anyone. No matter the crime. There is another way. How'd you find out about me anyway?" The Doctor said.

"The High Priest had you followed! He knows about you as well. Doctor, I saw with my own eyes that the High Priest fears your presence will expose his lies. How are my people suppose to move forward if that viper is still alive?" Stanva asked.

"I promise you. One way or another I will take the Phoenix away of my ship. Never to return to Phara. But murder is never the only answer. Trust me on this." The Doctor pleaded. Stanva considered the man before him then nodded.

"Alright Doctor. We'll do things your way." Stanva said.

"Good man. Now I have to get into the palace. It's time I had a chat with this Phoenix." The Doctor said checking his watch. Then he did a double take.

"Is that the right time?" He asked.

"Yes Doctor. You were out for quite some time." Stanva said.

"Has the sun risen yet?" The Doctor asked with a wince.


	5. The Golden City, Part 5

Amy peeked around the corner of the hall to check to see if the coast was clear. She stepped out, dressed in a blue sari she had found in the TARDIS wardrobe.

"Come on Rory." She whispered.

"Amy do I have to?" Rory moaned.

"Rory!" Amy growled with a warning. He stepped out, dressed in red robes. But he was mostly embarrassed by the fact that Amy had covered both of their skin with a golden tinted bronzer to blend in. It was humiliating. It was like Amy dressing him up as the Raggedy Doctor all over again.

"Now the Doctor has to be here somewhere. Let's split up. We'll cover more ground." Amy said.

"Hang on. I don't want to leave you alone." Rory protested.

Amy glared a minute then smiled. She rubbed a hand on his chest.

"Have I told you Mr. Williams, that you look so hot in that getup?" She purred.

"I'm wearing makeup!...Really?" He asked after a moment.

"My hot Roman all over again. Now don't worry. I'll be careful." Amy said as Rory smiled.

"Okay. Wait...are you just buttering me up so we can split up?" Rory asked with realization.

"Worked didn't it? See you in a half hour Mr. Pond." Amy said giving him a peck on the lips before running down the hall. Rory sighed and shook his head. He checked the way then walked down the hall, checking the doors as he past. He came to one large room and his jaw went slack.

"Whoa." Rory said as he took in the sight of piles of gold and jewels.

"You there!"

Rory startled then looked up to see a priest addressing him.

"Don't just stand there. Help get these offerings inside." The priest ordered him.

"Yes sir." Rory coughed entering the room. He was directed towards a door that led to an outer courtyard. Where he saw a long line of palace guards delivering baskets full of treasure.

"Wow...where does all of this come from?" Rory asked himself out loud.

Meanwhile, Amy was also checking various rooms, every so often calling for the Doctor in a hushed whisper.

"Doctor? Doctor? Doctor! Oh, I swear Raggedy Man if you knocked yourself unconscious again you're going to get such a slap." Amy muttered. Then she opened another door. And came face to face with a goddess.

"Oh. Sorry." Amy said looking about the room. For the private chambers of a fake goddess it wasn't much. It looked more like a converted old library than a bedroom. An old library full of dog eared books. With a wardrobe full of messy clothes spilling out of it, a cracked mirror on a rickety vanity and a hand made paper mâché model of the universe hanging from the ceiling. The Phoenix was sitting on a chaise lounge chair reading a book, her hair loose and down past her shoulders. A sandwich in her mouth. She was dressed in a tattered old dressing gown.

"Oh no. Please. Sit and talk with me?" The Phoenix asked, her mouth full.

"Sorry?" Amy asked confused.

"Excuse the mess! The High Priest tries to keep me away from people. So I have to keep my own chambers tidy. Doesn't turn out too well...But don't believe the rumors. It's perfectly fine to touch me. Except when I regenerate but that's only every twenty years. So any other day is fine. Are you new to the palace?" The Phoenix rambled as she put down her sandwich and started to straighten up. When she came out from behind the chaise Amy heard a metallic rattling. She looked down to see a gold chain shackled to the Phoenix's ankle.

"What's that?" Amy asked stepping further into the room. The Phoenix looked down. A hint of sadness came to her eyes.

"Oh. That. I imagine it's shocking to see me like this. A pale imitation of the myths and legends you grew up with. You probably got this job at the palace just to meet me didn't you? Wanting to meet the fabulous Phoenix that you wanted to grow up to be exactly like. Well you wouldn't be the first. And you most certainly won't be the last. Not while I'm around anyway." The Phoenix said stacking a pile of books.

"Oh my gawd, you're not a god." Amy said.

"I know." The Phoenix nodded.

"And you're not a power mad psycho sociopath bent on universal domination either." Amy continued.

"Sorry?" The Phoenix asked.

"You're a prisoner. Aren't you?" Amy said.

The Phoenix sighed and grabbed Amy's arm. She wiped off a streak of the makeup. She sighed again then pulled Amy towards the door.

"And you don't work for the palace do you? Look, I know you lot of the Rebel Alliance think I'm some sort of dictator. You tried to assassinate me during my fifth life. Well you only made me regenerate into my sixth. But if you leave now, the palace guard won't kill you. Best way to sneak out is turn right down the hall, down the stairs, through the servants entrance and left down the street."

"Wait hang on! If you're a prisoner and you know the way out, why don't you just leave?" Amy asked.

"I tried. And I'll try again. But I have to wait now. They're watching me too closely now. After the ceremony and another month I'll try again." The Phoenix said.

"Again? How many times have you tried to escape?" Amy asked.

"Over the last two hundred years? 1,083 times." The Phoenix said. Amy let that sink in a moment.

"Look. I'm not here to kill you. I'm not with Yoda or any Rebel Alliance." Amy said.

"Who's Yoda?" The Phoenix asked tilting her head.

"I'm with the Doctor." Amy said. The Phoenix gasped, her face going slack.

"So you are a Time Lady. You know him?" Amy asked. The Phoenix turned, looking to the ceiling. Amy looked up and saw she was staring at the mobile. Specifically a yellow and orange planet.

"By reputation alone. My father would tell me stories of his adventures before I went to sleep." The Phoenix said with a wistful smile on her lips.

"So Time Lords do sleep. I knew it." Amy scoffed.

"Only every few days. Normally. Well, the priests made me sleep every night. Just so I wouldn't try to escape. Got into the habit." The Phoenix mused.

"Then you know he can help you. He can get you away from here." Amy said. The Phoenix turned with a watery smile.

"I dreamt of someone coming to rescue me so many times. Yet I never dreamed it would be the Doctor."

"Why not?" Amy said.

"My father said the Doctor was the only man brave enough to stand up to the leaders of Gallifrey. The only one to question why we considered ourselves so superior to the other races. The only one that cared enough. But he had an entire universe to save. Why should he bother himself with one lost little girl so very far from home?" The Phoenix said.

"Well for starters there's the whole thing about the natives thinking you're a bloody goddess. That's concerns him. And the Doctor is a sucker for helping lost little girls. Believe me I know. Then there's what happened to Gallefrey to consider. The Doctor is going to be so glad to hear you're nice." Amy said.

"Why? What happened to Gallefrey?" The Phoenix asked. Amy paled with realization. She didn't know. She swallowed back the lump in her throat.

"I...think the Doctor can explain that one. I'm Amy. From Earth." She said holding out her hand.

"Oh an Earthling! Never met a human before. Nice to meet you Amy. What are you doing that for?" The Phoenix said pointing to her hand.

"Um...it's a handshake? Traditional Earth greeting. We shake hands." Amy said.

"Oh! Lovely." The Phoenix said shaking Amy's hand side to side.

Amy smiled, hiding her amusement,

"So what's your real name?"

"Mosdrashytonytanmorenoldacheengoldilden." The Phoenix replied.

Flabbergasted, Amy asked,

"Good night, I don't think I can even pronounce that! Are all Time Lords names such a mouthful?"

"I guess. Male names are even longer." The time lady shrugged.

"Wow. No wonder the Doctor calls himself the Doctor. Do you have a nickname?" Amy asked.

"You can just call me Phoenix. People have been calling me that so long I just respond to it." Phoenix replied.

"Right. Phoenix then. So I have to meet my husband, Rory. Then we have to find the Doctor. Who I'm guessing you haven't seen." Amy said.

"No. You better go. The maids will be in soon to help me dress for the feast tonight." Phoenix said.

"Yeah. I'll see you soon?" Amy said heading for the door.

"Yes. And Amy? Thank you." Phoenix said.

"For what?" Amy asked.

"Talking with me. It's been a while since someone talked to me like a person." Phoenix said. Gratefully.

"You're welcome." Amy smiled. Then she left the room. Just in time to see Rory walk around the corner.

"Hey! I met the Phoenix. And we've got nothing to worry about. She's nice. Did you find the Doctor?" Amy asked.

"No. And we have a problem." Rory said.

"What?" Amy shook her head. Then her eyes widened when palace guards surrounded them, their spears glowing bright blue.

"Didn't you wonder why the Phoenix's chambers weren't guarded?" Rory asked.

Through a crack in the door, Phoenix watched helplessly as Amy and Rory were dragged away. She tried to pull on the shackle binding her to the floor. She bit her lip. How was the Doctor to help her now?


	6. The Golden City Part 6

_**A/N:Here it is! The moment where the Doctor and the Phoenix finally meet!**_

The Doctor adjusted the hood that Stanva had given him to hide from the High Priests eyes. They mingled through the crowd of partying Pharans drinking wine and dancing and laughing. They came to the center of the town square and saw a throne had been set up on a raised platform behind a long table full of food.

The Doctor looked at all the food and asked,

"Why is the food tinted gold?"

"Edible gold. Those who follow the Order of the Phoenix dust the food with edible gold. They eat enough of the stuff to change the color of their melanin. So they can glow like the Goddess." Stanva explained with a scoff.

"You're skin is tinted too." The Doctor pointed out.

"It's a disguise." Stanva said.

"Ah! Of course. Because heaven forbid you lot of the 'Rebel Alliance' lower yourselves to their level." The Doctor said making quotation marks with his fingers.

"Shut up! That kind of talk can get us both killed." Stanva hissed.

"Why is that? You and the Alliance have the bigger guns, why not use them?" The Doctor asked anyway.

"Had bigger guns. When the original leaders of the Alliance were killed, and my ancestors were trying to regroup, the priests managed to steal our technology. We never found out how. We've tried to rebuild what we lost, but with lack of supplies it's been slow going." Stanva explained.

"What's causing the lack of supplies?" The Doctor asked.

"Look around." Stanva said. The Doctor did, seeing the edible gold, the jewelry, the shrine, the details of the buildings, the offerings.

"You use gold as the base metal in your technology. Brilliant." The Doctor smiled as realization dawned on him.

"And since all the gold mining is being used to pay homage to the Phoenix, we have to get by on stolen goods and scrap metal." Stanva explained.

"The priests literally cutting off your supply. Also brilliant. Who mines the gold?" The Doctor asked.

"Prisoners of war. The priests use the stolen technology against us and anyone who's captured is sent to work in the mines." Stanva said.

"And the Pharans don't hear about it?" The Doctor asked.

"Anyone using technology gets killed. Not that we have the technology needed to tell everyone. So for the good of the people and their families, we're forced into silence." Stanva sighed.

"Oh these priests are very, very good. Unfortunately for them." The Doctor said.

"Why?" Stanva asked.

"Because I'm much, much better." The Doctor said with a cocky grin. Then he felt a familiar presence in his mind. He looked up to see the Phoenix, dressed all in rich purple, being escorted out to her throne, to the delight of the cheering Pharans.

Once she was seated, the High Priest smiled and declared,

"Let the feast begin!"

Then he leaned down and whispered to Phoenix,

"Do try to smile my Dear. After all, what you're going to do tomorrow, you're doing willingly. Or else."

She looked into his feral eyes with hidden disgust as she smiled.

"Go lick a dung beetle." She said cheekily, batting her eyelashes.

"You sure we can't kill her?" Stanva asked as he watched the imposter looking pleased with herself.

"Absolutely." The Doctor said watching her. He was also scanning the crowds, trying to find Amy and Rory. Where were they? He was getting concerned. Then he noticed the High Priest walking off to talk to some rich swells. Leaving the Phoenix alone, and the nearby guards distracted with the festivities.

"Time to make a move." The Doctor said.

"And what's that?" Stanva asked.

"This." The Doctor said grabbing a serving tray and a goblet of wine. He then kept his head down, acting like a servant. Before Stanva could protest, the Doctor headed straight for the Phoenix.

"Wine, Milady?" The Doctor asked holding out the goblet for her, kneeling by her side.

"Thank you." Phoenix said distracted.

"Anytime. Well I say anytime but I can't stand the stuff myself. Rubbish really." The Doctor said casually. Knowing this was not how a Pharan spoke to her, Phoenix looked at him, both pleased and stunned.

"It's you..." She whispered.

The Doctor gave her his best Oncoming Storm look and said,

"Yes and I have some questions for you. Questions that will make you shake with fear if you lying. So don't lie to me. Never ever lie to me. That's the worst possible...um? What are you doing?"

His usual spiel died off as she stared into his eyes, reaching up a hand to caress his cheek. To his surprise he couldn't help himself. He ever so slightly leaned into her touch, closing his eyes.

"You!"

The Doctor was suddenly jerked away. Phoenix gasped seeing the Doctor being hauled to his feet by two burly guards.

"How dare you touch the Living Goddess!" The High Priest said slapping the Doctor hard with the back of his hand.

"Ow!" The Doctor cried.

"Take him away and kill him for his insolence." The High Priest ordered. Phoenix's blood ran cold.

"Wait!" Phoenix yelled jumping to her feet as the crowd went still with shock. The guards stopped, as confused as the Doctor was.

"What...are you doing?" The High Priest hissed at her with warning. Phoenix looked around at the waiting Pharans. They wanted a goddess? Well maybe it was time she started acting like one.

She squared her shoulders and stared down the High Priest using her most regal tone,

"I have blessed this man with my touch. He spoke so sweetly to me, he has earned my favor. I want him to be my consort."

The crowd began to whisper amongst themselves. The Doctor blushed a little, his eyes wide. Wondering what she was up to.

Playing along, albeit reluctantly, the High Priest growled through a smile,

"My Lady forgets...it is dangerous for a man to touch her."

"Do you dare defy the will of the gods?" Phoenix asked raising a brow.

Seeing the crowd murmuring again, the High Priest glared at her. Then he bowed respectfully and said,

"Never my Lady."

"Take him to my chambers." Phoenix ordered the guards. The guards bowed their heads and dragged the Doctor inside. Phoenix began to turn, when the High Priest was suddenly by her ear whispering,

"Whatever you're up to, it won't work. He will die."

Phoenix just glared at him before walking inside. The High Priest snapped his fingers. A guard stepped up to his side.

"Give them fifteen minutes. Then kill him. Make her watch."

The guard stepped away. And Stanva released a breath he didn't know he had been holding. He certainly hoped he was right about the Doctor. He had bought them a few minutes at least. And it would seem that the Doctor had been right in not letting him kill the girl. It sounded like she was in as deep as they all were.


	7. The Golden City Part 7

The Doctor was tossed into the Phoenix's chambers, unceremoniously. He got to his feet just as Phoenix entered the room. She closed the door behind her,

"Doctor! Are you alright?"

"Yeah, yeah I'm fine. Wait. How'd you know my name?" The Doctor asked brushing himself off.

"Amy told me." Phoenix said.

"Amy? You've seen her? Where is she?" The Doctor demanded as she brushed past him.

"The guards captured her and her husband, Rodney." Phoenix said digging a large carpetbag from her wardrobe.

"Rory. The mines. They must have been taken to the mines." The Doctor realized running a hand through his hair.

"I know this palace like the back of my hand. There's an entrance to the mine through the dungeons. I'll take you." Phoenix said stuffing handmade toys and clothes and books in the bag.

"You'll take me. Just like that?" The Doctor asked suspiciously. Phoenix looked up at him.

"Oh. You think I'm a part of all this don't you? That's why Amy said you'd be happy when you heard I was nice. Meaning you don't think I'm nice." She figured out.

"I don't know what to think." The Doctor admitted.

"Why?" She asked.

"Because Time Lords are very, very clever. And very, very full of themselves. This whole set up is ripe for the pickings of a renegade Time Lord looking down on lesser races." He said.

"Look around you Doctor! Does it look like I'm taking advantage of these people? Here." Phoenix said reaching under the chaise. His jaw dropped seeing the gold shackle. She continued,

"I'm locked in this room. Day and night. Only brought out when they need a figurehead. But you're half right. Time Lords are clever. Because I use these to get out of here."

She then dumped a drawer full of handmade lock picks from her vanity.

"You're a prisoner?" The Doctor asked.

"I have tried to escape 1,083 times. But they keep catching me because I'm alone. Outnumbered. No one to help me. No one that wanted to help me." Phoenix said.

"Why play along then? When they catch you, why do as they ask?" The Doctor asked.

"Because if I don't they'll just take another girl and kill her instead." Phoenix said. The Doctor paled.

"What?"

"They'll take a girl, a Pharan girl. Drug her, make her the new Phoenix and kill her in twenty years. After they take another girl. And then another." Phoenix said. The Doctor dug around his robes and into his tweed jacket for a stethoscope. He then put it to her chest to listen. First the left side. Then the right. He heard two heartbeats. It was official. She was a Time Lady.

"The ceremony tomorrow night. Every twenty years they kill you. Make you regenerate. And all this time you've played along to save the Pharans." He said in shock.

"I can come back. They can't. I figured if I ever did manage to escape I could finally tell the Pharans the truth and they would let me go home. I just want to go home Doctor. Home to Gallifrey. I want to lay in that red grass and look at those mountains. I want to climb those silver trees and watch the suns rise and set. I just want to go home! I want to go home!" Phoenix began to sob. The Doctor gathered her in his arms, shushing her. He looked up seeing the mobile. And one planet was particularly familiar to him. Guilt started eating away at him. Because he was happy. For as sad as he was knowing he couldn't grant her wish, he was happy because for the first time in a very, very long time, he was holding a little piece of home in his arms. And it was a perfect fit.

"It's okay. It's okay. We're going to find Amy and Rory and get you out of here." He said running his fingers down her hair and kissing the top of her head.

"Thank you Doctor." She sniffed.

"Amy's right. You are nice. You even smell nice. And you're brave. So very brave." He smiled rubbing her shoulders.

"Oh! Amy and Rocky! We have to save them!" Cried Phoenix pulling back. She rushed about packing as the Doctor began to think and pace.

"His name is Rory. Right. So guards outside the doors. Any other way out?" He asked.

"Well I tried the windows once. That's when they put bars on them." Phoenix replied. He noticed a book on the chaise written in circular script.

"This is a book from Gallifrey." The Doctor said.

"It survived the wreckage." Phoenix said packing away the book. He regarded her a moment, then the Doctor looked around the room.

"Okay we're in an old library in a palace. I wonder..." He said taking out his sonic screwdriver and scanning the perimeter.

"Ah ha!" The Doctor grinned rushing to a wall sconce and pulling on it. A bookcase swung open revealing a secret passageway.

"I don't believe it! That was here the whole time?" Phoenix said as he looked inside, scanning it with his screwdriver.

"I don't even think the priests knew it was here. Hasn't been used for centuries. Come on." He said reaching for her hand. Closing the carpet bag, she took his hand as he smiled in amusement at the small bag.

"Bigger on the inside?" He asked.

"Of course." She smiled back.

He shook his head in amazement.

"Brilliant!"

He then guided her down the passageway, using the sonic screwdriver like a torch.

"So what's your name?" He asked.

"Mosdrashytonytanmorenoldacheengoldilden." She replied.

"What was your nickname at the academy?" The Doctor asked.

"Uh...I didn't get one." She said.

"What? Everybody gets a nickname." He said.

"I didn't have a lot of friends." She said sadly.

"What? Pretty girl like you?" He asked.

"You think I'm pretty?" She asked.

"Uh...yeah. Suppose so." He blushed fiddling with his bow tie.

"I told Amy to just call me Phoenix. Make things easier. Although it should bother me to be called by a name that's caused more harm than good. But it doesn't. You know?" She said.

"Oh yeah. I know." He said.

"So what's your Gallifreyian name?" She asked.

"Can't say." He said.

"Too long?" She asked.

"Too dangerous. Look at this. There's some sort of panel in the wall here." The Doctor said. He pointed his screwdriver at the wall and suddenly it lit up with holographic images, tinted blue.

"What is this Doctor?" Phoenix asked.

"It's a lock." The Doctor said .

"A lock for what?" Phoenix asked. The Doctor pointed his screwdriver at the lock and an encrypted code was suddenly inputed on the screen. A door slid open, revealing a large laboratory.  
"Oh! This is amazing. This is the Pharan technology I was expecting!" The Doctor said rushing about the lab and hacking into the computers.

"But the Pharans don't use any of this." Phoenix said.

"No but the priests do. With stolen tech from the Rebel Alliance." The Doctor said pulling out his round brainy specs.

"Figures." Phoenix scoffed rolling her eyes.

"Look at this. Someone's been researching genetic reengineering." The Doctor said.

"What's that?" Phoenix asked.

"You know. Genetics. " he said looking at her blank expression. He furrowed his brow. "The science of using technology to change ones genetic makeup?" She merely shook her head. "Seriously? That's a third year subject at the academy."

"So what are they doing with genetics?" Phoenix asked, shifting uncomfortably.

Letting her change the subject, the Doctor replied,

"According to this, someone has been using a test subjects blood to try to find a genome to extend life expectancy. Oh no...Phoenix how do they kill you in the ceremony?"

"They stab me with a knife. It hurts a lot. And it's scary." She said.

"I know. And you never have to worry about that again. But we've got bigger problems." The Doctor said.

"What's that?" Phoenix asked. Then were interrupted by a howl of pain. Phoenix followed the Doctor as he rushed towards the sound. He used his sonic to open another door that led to a set of stairs.

Upon reaching the bottom, Phoenix said looking at the walls and cells of iron bars,

"The dungeons."

"Phoenix!" Cried a familiar Scottish accent.

"Amy!" The Doctor called rushing down the hall.

"Doctor!" Amy cried grabbing the bars of her cell.

"Doctor! You're okay." Rory said standing next to his wife.

"Of course I am." The Doctor smiled.

"Oh you must be Ryan. It's nice to meet you." Phoenix said to Rory.

"Um it's Rory actually."

"Doctor she's nice." Amy said pointing to Phoenix.

"I know. Even smells nice." The Doctor said.

"Doctor? She doesn't know about Gallefrey." Amy told him softly. He looked troubled as he watched Phoenix ramble to Rory.

"I know. So let's get you two out of there shall we?" The Doctor said holding up his screwdriver.

Another howl of pain roared through the dungeons. The Doctor looked to see another set of stairs leading down to a fiery glow.

"Okay I'm going to make sure that's nothing that's coming to kill us. Phoenix, get them out." The Doctor said handing her his screwdriver.

She looked at the gold cylinder in her hands and meekly said,

"Um...I don't know how?"

The Doctor froze at the top of the stairs, hands braced against the walls. Amy swore she heard brakes screeching to a halt. The Doctor turned to look at Phoenix stunned. He walked up to look down at the petite woman.

"How can you not know how to work a sonic screwdriver? Every kid on Gallifrey gets a sonic screwdriver during their fifth year at the academy. Even humans can work a sonic screwdriver. Even Rory!" The Doctor said.

"Oi!" Rory cried offended. The Doctor reached down to open Phoenix's carpetbag, pulling out three books written in Gallifreyian.

"Introduction to Quantum Physics. Anthropology 2. Sycorax 101. These are all first year subjects at the academy." The Doctor said reading the covers. Amy exchanged an incredulous look with Rory who mouthed at her,

"_First_ year?"

"So?" Phoenix said looking at her feet.

The Doctor tilted up her chin and asked her gently,

"Phoenix how old were you when you crashed on Phara?"

"I was ten." She answered after a moment.

"Ten years old. You were only ten. Why did you leave Gallifrey?" He asked.

"My dad said we had to escape the Time War. That Gallifrey was no longer safe." Phoenix replied.

"So he brought you to a planet that could barely travel space. But he crashed and when you regenerated...you were just a kid." He said.

"What happened to your Dad?" Amy asked.

"He...he didn't make it." Phoenix whispered, her lip trembling.

"I'm sorry, Phoenix. I'm so, so sorry." The Doctor said hugging her again.

"I'm sorry too, but need I remind everyone that we're locked in a dungeon cell, dangerous priests who want to kill us might be arriving any second, and unknown danger down the stairs?" Rory prompted.

"Right." The Doctor said releasing Phoenix and taking the screwdriver to unlock the cell. Then he led the way down the stairs.

"And yet, here we are, walking right into danger." Rory sighed heading up the rear.

"We're investigating Rory. Honestly." The Doctor said.

"So what are we investigating?" Amy asked.

"The priests take prisoners of their cold war and make them work the mines to keep control of the gold supply. Which the Rebel Alliance uses in their technology. Well they used to use it. The priests control it now." The Doctor explained.

"So we're fighting Darth Vader now?" Rory asked.

"Who's Darth Vader?" Phoenix asked.

"Oh right. Earth Pop culture isn't taught until eighth year. Um it's, complicated. We'll explain later." The Doctor reassured her.

"Doctor. Look at this." Amy said at the bottom of the steps. The Doctor looked and saw a cavern of gold walls, being hacked and picked away at by shackled workers. Whose skin and even the white of their eyes had turned completely gold. Then they noticed even the guards were completely gold as well.

"My gawd. What happened to them?" Rory asked.

"They've been here for years. All that exposure to the gold particles would have changed their melanin but not at this level." The Doctor shook his head.

"Aaagggghhhhh!"

They all jumped at the sound and saw a guard stabbing a prisoner in the shoulder. To their horror, the prisoner became even more gold. Then the prisoner stood as if in a trance and got back to work.

"Okay. So more genetic engineering being used to turn the slaves into golden zombies. Right. No one get stabbed with the blue glowy spears." The Doctor said wide eyed. Then Amy gasped seeing a pair of guards pointing up at them.

"Doctor!" She cried as the guards began to rush up to them.

"Time to go!" He said grabbing Phoenix's hand and rushing up the stairs, Amy and Rory behind them. They rushed through the dungeon and into the lab. The Doctor turned and pointed his screwdriver, shutting the door in the golden guards faces.

"Doctor! Someone else is coming!" Rory yelled hearing something from the secret passageway. The Doctor looked around the lab and seeing a charred man sized cylinder in the corner, he ran for it.

"In here!" The Doctor said flinging open the doors. They all rushed inside. The Doctor closed the doors catching his breath. Amy looked around, seeing they were in a dusty old control room that had been heavily damaged in a fire. A cylinder in the center just barely flickered to life with a slight pink glow.

"Where are we?" Amy asked.

"We're in my father's TARDIS." Phoenix said looking around. The Doctor approached the console and checked the diagnostics.

"Just enough power left to keep it smaller on the outside. Just sitting here for two centuries with no way to recharge ran her down. I'm sorry Phoenix. She's dying." The Doctor said.

"A TARDIS can die?" Rory asked.

"What happens when a TARDIS dies?" Amy asked.

"The inside will grow the outside in proper proportions to match. Nothing left to hold it back." The Doctor said. Phoenix put her hand on the cylinder and felt a happy little chirp in her mind as the minimal lights flickered on and off.

"She remembers me." Phoenix said fondly.

Suddenly a beam of light flickered on and a lever moved itself. A hologram of a man in a blond beard filled a spot by the console.

"Daddy?" Phoenix asked in a small voice, stepping forward.

"This is Emergency Protocol One. This message is for my daughter. Hello Princess. If you're listening to this, then that means I'm gone. The TARDIS is going to take you to a planet where you'll be safe. It's called Earth." The image of Phoenix's father said.

"Earth? Then why did it crash on Phara?" Amy asked the Doctor.

"The Daleks. One managed to teleport aboard on our way out of Gallifrey. It killed my father, shot the console. But before Daddy could regenerate, he pushed the Dalek out into the Time Vortex." Phoenix explained. The Doctor reached out and squeezed her hand.

"I'm sorry Princess. I just wanted you to be safe. To show you the stars. To have an adventure just like the Doctor. If you ever manage to meet him, remember what I told you. Not what you heard at school. The Doctor is a good man." Phoenix's father explained as the Doctor took a sudden interest in his boots. Amy looked at Rory, who wrapped an arm around her. Then Rory had to do a double take when he saw the static hologram suddenly look down and meet Phoenix's eye. Phoenix's father smiled and said,

"You have your mother's soul. Goodbye Princess. I love you."

"I love you Daddy." Phoenix whispered. Before she could embrace him, the hologram flickered off. The Doctor wrapped his arms around her from behind, putting his chin on top of her head.

"Why would the High Priest keep her TARDIS?" Rory asked.

"To steal the technology?" Amy asked.

"No her TARDIS only let us in because we were with Phoenix." The Doctor said.

"Then why?" Amy asked.

"To get rid of the evidence. So no one would ask questions. Because that's what he does. Well this ends today." The Doctor said setting his jaw as he let go of Phoenix. He then headed for the console, beginning to rework the wires and microchips underneath.

"You got a plan then?" Amy said.

"Yup!" The Doctor said using his sonic.

"Better than the last one?" Rory hoped.

"Of course. But Phoenix? You're going to have to trust me alright?" The Doctor asked.

"With all my hearts." Phoenix nodded. The Doctor looked at her then continued to work.

"Rory I need your phone." The Doctor said.

"What? Why?" Rory asked.

"Phone!" The Doctor said as Amy huffed and dug out Rory's phone herself.


	8. The Golden City Part 8

"Where are they!?" Growled the High Priest.

"They couldn't have gotten past us my Lord." one of the guards assured him.

"Well someone deadlocked that door leading to the dungeons." Snapped the High Priest.

"Yes someone did."

The High Priest looked up to see the Doctor at the doors of the TARDIS leaning casually, arms folded over his chest.

"You. Who are you?" The High Priest said.

"I'm the Doctor."

"Doctor Who?" The High Priest asked.

"Just the Doctor." The Doctor smirked, amused.

"Well Doctor. I think your escape didn't pan out. You're surrounded." The High Priest said. The Doctor looked over the High Priest's shoulder to see Stanva blending in.

"Maybe. But if I'm going to die, I'd like to satisfy my curiosity if you don't mind." The Doctor said.

"Oh?" The High Priest said quirking a brow.

"This entire lab. It's all for genetic testing. And it's been used recently. My guess for those golden goons you've got down in the dungeons. But according to your files you also have the DNA of a Time Lord in your little house of horrors." The Doctor said.

"A Time Lord?" The High Priest asked. The Doctor pointed to Phoenix.

"Her. She is a Time Lord. Time Lady to be precise. She's not a goddess. Yes she can die and come back to life. But only twelve times during her lifetime. You can touch her any time except during her regeneration. Look." The Doctor said grabbing Phoenix's face and kissing her on the mouth, to her surprise. He broke the kiss, facing the High Priest again, not noticing the goofy little look on Phoenix's face as her legs gave out under her.

Rory helped her to her feet as the Doctor continued,

"So my question for you sir, is what was your plan after she died for good? How were you going to keep the legend of the Phoenix alive?" The Doctor asked.

"If my plan succeeds Doctor, I won't need the Phoenix." The High Priest smirked.

"What do you mean?" The Doctor asked.

"The Phoenix is not the only one that's older than she looks Doctor." The High Priest said.

"Ah. Let me guess. The member of the Rebel Alliance that betrayed them two hundred years ago and stole the technology. That was you?" The Doctor stated.

"I was Phara's foremost geneticist. But my research was being hindered by the war. And then like a miracle, the key to unlocking the secret to immortality fell from the heavens. I've discovered the secret to eternal life."

"No you haven't. Because if you had, you wouldn't need Phoenix to give you another sample of her blood every twenty years. The blood from the knife you stab her with every twenty years. You've used her to prolonged your life every twenty years. To make yourself rich and powerful on the blood and sweat of Phara and of Phoenix. You've been using her since she was a little girl. She was only ten!" The Doctor yelled angrily.

"And I will continue to do so Doctor until I've finished my work. Then I will be Phara's Living God!" The High Priest said madly.

"And what happens when you haven't done so by the time Phoenix gives you her last life? What then? Will you take a poor Pharan girl and make her your new Phoenix? Someone's sister or daughter? Kill her in twenty years? Then another girl? And then another?" The Doctor grilled.

"Yes!" The High Priest roared. The Doctor smirked.

"That's all I wanted to know." He said.

"And now it's time to die Doctor." The High Priest said.

"I don't think so." The Doctor said.

"And why is that?" The High Priest said.

"Because one, I'm a Time Lord. You can't just kill me either. Two, I rewired Phoenix's TARDIS to send a live video feed of this conversation to my TARDIS which is currently projecting the feed above the population of Phara in the town square as we speak." The Doctor explained as the High Priest's eyes went wide.

"Smile! You're on Candid Camera!" Amy teased him stepping out of the TARDIS, still recording him with Rory's phone.

"And three. Because I'm using the remaining power of this TARDIS to send the feed, thus giving it a merciful and meaningful death, that means this TARDIS is about to die. And when she does, her outside will grow to match her interior. Thus destroying this lab, the mines, your research and this palace." The Doctor explained.

"Uh, you didn't explain that part of the plan Doctor." Rory said nervously.

"I never do. So friendly piece of advice Former High Priest of Phara. For you and your men. Run." The Doctor said glaring at him. The cloister bell of Phoenix's TARDIS rang in warning, beginning to rumble. The guards took one look at each other, then dropped their spears and ran out the hidden passageway.

"Cowards!" The High Priest roared.

"No a coward is someone who bullies a lost little girl into submission. But Phoenix never submitted to you. That makes her the brave one." The Doctor said.

"And now it will make her dead!" The High Priest said picking up a spear and aiming for Phoenix.

"No!" The Doctor said jumping in front of Phoenix.

"Ahh!" Yelled Stanva taking his own spear and stabbing the High Priest. The man gasped as Phoenix clung to the Doctor watching in horror as the man rapidly became solid gold.

"Aaggghhhh!" The High Priest yelled in pain. Stanva threw him to the ground.

Phoenix's TARDIS rumbled again, this time beginning to grow.

"Doctor!" Amy yelled.

"Run!" Cried the Doctor.

"Doctor! The High Priest!" Phoenix said pointing to the man beginning to chase them.

"Run!" The Doctor yelled pushing her along. Once they were in the secret passage, the Doctor pointed his sonic screwdriver at the door, making it close. But the High Priest managed to jam his arm between the door, grabbing Phoenix.

"Doctor!" Rory said as he, the Doctor and Stanva all rushed forward to pull the High Priest off her by grabbing her waist. Struggling, thinking of her father, and of the amazing man the Doctor was, and those two hundred years of pain and torture, Phoenix glared at the High Priest and growled,

"This is for the Pharans!"

She kicked him in the eye.

"Agh!"

"This is for my father!" Phoenix said hitting him again.

"Rory pull harder!" Amy ordered.

"Kinda hard when she's hitting people!" Rory said.

"This is for the Doctor!" Phoenix said with another kick. Then she added, "And this is for me!"

With that final blow, the High Priest was forced back into the lab, and the men pulled Phoenix away from the shut door.

"That was brilliant!" Amy said.

"Waited two hundred years for that." Phoenix smiled.

"Well done." Stanva said.

"Yes but know this Phoenix. I highly disapprove of violence." The Doctor said tapping her on the nose.

"Yes Doctor." Phoenix giggled.

"TARDIS? Expanding? Now?" Rory reminded them as the ceiling of the tunnel started to crumble.

"Come on!" The Doctor exclaimed, grabbing Phoenix's hand and running down the passageway, the others on their heels and a grin on his face.

They ran out of the passage, out of Phoenix's old chambers, and through the halls, calling out to anyone they passed,

"Run! Run!"

"Get out!"

"Hurry!"

"Get out!"

They ran out of the palace to the town square where the Pharans were running away from the palace. The Doctor stopped once they were a safe distance away and looked back. The walls of the palace crumbled as the tall coral cylinder of the dead TARDIS grew and grew. Finally, it stopped, so large it dwarfed the city skyline, casting it in shadow.

"Blimey..." Rory gasped.

"That...is one big TARDIS." Amy said.

"There you go Stanva. You wanted progress. There's your first skyscraper." The Doctor said clapping the stunned rebel leader on the back. Then he smiled down at Phoenix and lifted her up in his arms in a joyful hug.


	9. The Golden City Part 9

"I'm sorry for the mess my coming here caused." Phoenix said, later on to Stanva as they stood outside the TARDIS later.

"No I'm sorry my people misjudged you. We believed in fairy tales handed down to us when we should have found out the truth for ourselves. Whether the tales said you were a goddess or a dictator. Even now some of my people still think the destruction of the palace was the wrath of the gods." Stanva said.

"Then it's up to you to guide them to the truth. Goodbye Stanva." The Doctor said shaking the man's hand.

"Farewell Doctor. And thank you." Stanva said.

Phoenix stood up on her tiptoes to kiss Stanva's cheek and say,

"Thank you."

Then the Doctor led Phoenix inside the TARDIS where an exhausted Amy and Rory were waiting.

"Welcome to the TARDIS." The Doctor said as she looked around in awe and appreciation.

"She's wonderful." Phoenix told the Doctor with a smile. A smile that Amy noticed made the Doctor beam with joy.

"So what's going to happen to Phara now?" Rory asked.

"They'll advance in technology like they should have. At least they will if they listen to men like Stanva." The Doctor said.

"Well then. Let's leave them to it shall we? It's time to go home." Phoenix said climbing up to the console. Amy and Rory exchanged a look as the Doctor winced.

"My father taught me how to set the coordinates. Galactic coordinates ten-zero-eleven-zero-zero by zero-two from galactic zero center." Phoenix said.

"Doctor, tell her." Amy said.

"I think I remember which levers to pull. Although this looks a bit different from my father's. Oh, are humans allowed on Gallifrey? I know they were when you were president." Phoenix rambled. The Doctor rubbed the back of his neck.

"You were the President?" Rory asked.

"Doctor! Tell. Her." Amy ordered him.

"Tell me what? Doctor?" Phoenix asked.

"Oh we don't have to go home just yet. How about somewhere new and exciting! Set the coordinates to random, yeah?" The Doctor said with a fake smile, bouncing up to the console and starting to pull the right levers and switches.

"Doctor!" Amy barked.

The Doctor hung his head as Phoenix asked softly,

"Doctor? Amy said something happened to Gallifrey? I mean obviously we won the Time War. The Daleks haven't taken over the universe and you're adventuring again. So we won...didn't we?"

He stood up straight before her, looking into her sweet, young eyes. Eyes that while had endured so much, were still so young.

"The Daleks...they didn't win. But...neither did we." The Doctor began. He gulped and went on, "We...or rather...I...I didn't know what else to do. We had used up all the weapons in the vaults. All but one. The High Council wanted to run away. Let the Daleks win, become bodiless beings of 'higher consciousness'. Let the universe fend for itself. But I couldn't do that! I couldn't. I always believed the Time Lords were responsible for keeping the universe safe. So it was either the Daleks and Gallifrey or the rest of the universe. I had to choose. And I chose the universe. I destroyed both the Daleks...and Gallifrey. I'm sorry Phoenix. I'm so, so sorry."

"Gallifrey's gone?" Phoenix asked with a lone tear trailing down her cheek, more to follow.

The Doctor nodded, unable to hold back his tears anymore,

"Gallifrey's gone. And coward that I am, I survived. That's what I am Phoenix. That's why I didn't want to believe you were a Time Lady. Because you would have found out the truth. You wouldn't want to have anything to do with the coward that destroyed Gallifrey. And I would have been alone again. And you know what's ironic? I didn't destroy all the Daleks. They're still out there. Plotting. Gallifrey died in vain. Your father died in vain. And it's all my fault."

He sobbed and turned away, clenching his fist. Phoenix looked to Amy and Rory. Rory was comforting his wife who hated to see her friend in such anguish.

"I'll take you wherever you want to go Phoenix. Some place to start your life over. I understand you wouldn't want anything to do with me." The Doctor said broken. Phoenix stared at his stiff back and shoulders slumped in defeat. She looked at the carpetbag at Amy's feet. Everything she had in the universe was now in that little bag that was bigger on the inside. Her home was gone. But then she did something unexpected. She smiled gently.

"Alone? Did anyone else survive the Time War?" She asked.

"No." He shook his head.

"Then why would I leave? I literally have no place else to go." She said.

"But..." The Doctor began.

"But my father didn't follow you blindly Doctor. He told me about your faults as well as your merits." Phoenix said.

The Doctor spun around to look at her,

"What faults?"

"Your ego for one. How you have to be the smartest person in the room. How you succumb to the arrogance of the Time Lords now and again. Your ability to find danger wherever you go. Being rude." Phoenix replied.

"I'm not like that. Am I?" The Doctor asked his companions.

"Well..." Rory began.

"Don't answer that." The Doctor said.

"But despite all of that, my father believed you were a good man. And I choose to believe my father. So I believe you're a good man. You want me to hate you. Because that would be so much easier than accepting that I could forgive you. Because you can't forgive yourself. Forgiveness is a choice Doctor. And I choose to forgive you. So don't try to tell me to hate you for destroying Gallifrey. Because I don't. Because the man standing before me just saved me from a lonely existence and just saved a planet from a monster. That man is a good man." Phoenix said as the Doctor broke down in tears. Phoenix wrapped her arms around him in a hug as he sobbed. She shushed him and smoothed his hair.

"Come on Amy." Rory said, gently leading his wife down the corridor to leave the last two Gallifreyians in the universe to mourn their home. And find comfort in each other. The next adventure could wait.


	10. Tales from the TARDIS

**_A/N: Oh Doctor! Why must you be filled with such angst? Gah! Hopefully these little minisodes will make up for all that. Enjoy!_**

Tales from the TARDIS Minisode : Repopulating

* * *

"You okay?" Amy asked the Doctor. He looked up from the console and sniffed, wiping the wetness still on his face.

"I'm the King of Okay, remember?"

"Where's Phoenix?" Amy asked coming up the stairs, having changed into fresh clothes,

"Lying down in her new room. It's been a hell of a day." The Doctor said giving her a small smile.

"Yeah. So how's it feel? Not being the last of your kind anymore?" Amy asked leaning a hand on the console.

"Still absorbing it all. I often dreamed of finding someone else. Never thought it would actually happen." The Doctor said.

"And that someone is a Time Lady." Amy said beginning to put her plan into motion.

"Yes she is." The Doctor said.

"A pretty Time Lady." Amy added.

"Suppose so." He said getting distracted with flying the TARDIS.

"Who's nice."

"Very."

"Who smells nice." Amy grinned.

"Hmm." The Doctor nodded.

"Someone to repopulate Gallifrey with yeah?" Amy asked.

"Yes...wait. What? No! I mean...shut up!" The Doctor blushed fiddling with his bow tie.

"Doctor she's a Time Lady and you're a Time Lord. You're literally the last of your kind. You've got to get started on those Time Babies." Amy said, unable to resist teasing him a bit.

"Time babies!? I just met her!" The Doctor cried.

"But the thought did cross your mind yes?" Amy asked.

"No it didn't." He said.

"Oh come on! You're a bloke! It had to." Amy said.

"I'm not a bloke." The Doctor said.

"Hey I'm not the one smelling her am I, Raggedy Man?" Amy asked.

"She's too young for me." He said.

"Meaning you've been trying to convince yourself that. But let's face it Doctor. You got the mind of an old man, but the body of a young one. Time to let nature take its course. Besides I would think Time Lords of all people would consider age just a number." Amy said.

"Well yes, but she didn't even finish the academy." The Doctor insisted.

"So? She's not stupid." Amy shrugged.

"No of course not. She's brilliant. But...she's an innocent. She's been trapped in a palace all of her life. Cut off from her own society. She doesn't know the ways of her own people let alone the thousands of other cultures that the academy prepares you for. It's up to me to teach her all that. I can't think of her in any other way besides a friend and a companion." The Doctor explained.

"Meaning...that part of you, a very small part, (or a very large part, who knows what's under that tweed)..." Amy said.

"Oi!"

"Part of you wishes you could think of Phoenix in that way." Amy theorized.

"Amy listen to me. I have no interest in...repopulating. I'm a Time Lord. We don't think that way." He insisted going around the console.

"But blokes do. And you're such a bloke." Amy said following him.

"Am not!" He whined.

"Are too."

"Am not. Infinity." The Doctor said sticking out his tongue childishly.

"Are too, double infinity!' Amy retorted, sticking out her own tongue.

"There's no such thing as double infinity." The Doctor said.

"Whatever. So where we going?" Amy said.

"Phoenix's father wanted her to go to Earth. So we're going to show her Earth. I can't wait to see the smile on her face." The Doctor grinned.

"Hmm. Her beautiful smile?" Amy asked.

"Oh yes...wait. Stop that!" The Doctor said.

"You are in such denial." Amy chuckled pushing herself off the console.

"I am not!" He cried.

"Denying denial!" Amy said heading down the stairs.

"Am not!" He groaned.

"Are too. Now set course for a mall Raggedy Man. If we're going to teach Phoenix anything, she's going to need a new wardrobe." Amy called over her shoulder.

"Wardrobe? Amy!" The Doctor called after her.  
...


End file.
